There's nothing exciting—and certainly nothing glamorous—about the studio in which Midlake recorded its third full-length album, The Courage of Others. Hidden in an office building just a short, two-block walk up North Locust Street from the Courthouse-on-the-Square that serves as Denton's historic center, the studio, from the outside at least, looks like nothing more than an office building loading station—and a vacant one at that.

Were it not for the beat-up blue van and small collection of cars parked out front, one might never notice the spot at all.

Inside, the conditions improve only somewhat and certainly not very much on this first Saturday morning of January, which finds the Denton five-piece's studio in disarray. Instruments are strewn about the floor beside the cases in which they'll be stored on a two-week tour of the Southeast. Other items that will adorn the band's touring setup—namely, a large cloth banner bearing an image of the band as seen on the cover of its new album—further clutter the floor, leaving little room for the band members to move about the space they leased for the purpose of crafting their new album. It's hardly the ideal setting for a claustrophobe—or, for that matter, a missing trinket: "This place is like a black hole," bassist Paul Alexander remarks while scouring the room (unsuccessfully) for a lost piece of equipment.

Dylan Hollingsworth

Dylan Hollingsworth

Nobodys harder on us than we are.
HERE: The masking tape removed from Midlakes soundboard hangs on a drape in the bands cluttered Denton studio.
RIGHT: For the past two years, drummer McKenzie Smith, guitarists Eric Pulido and Eric Nichelson,
frontman Tim Smith and bassist Paul Alexander have been carefully crafting The Courage of Others.

Dylan Hollingsworth

Dylan Hollingsworth

Midlake gathers for a chat on the couch that frontman
Tim Smith slept upon for the first three months of recording.

Details

But it's their black hole. And, though the building's appearance capably hides its gravitas, don't let it fool you: The most important record Denton's ever produced has been crafted here over the course of the last two years. Over that time, as Midlake prepared for, wrote, recorded and re-recorded the 11 songs that make up the band's third full-length album, due out next week, the gravitational pull of this home-away-from-home has consumed each of the five band members' lives.

Like the young boy who decorates his bedroom with posters of his baseball-playing heroes, Midlake has garnished this space with images of its musical icons. The scene seems ripped right from the descriptions of the living room in the house the band shared while writing its first EP, 2001's Milkmaid Grand Army: LPs are tacked onto the wood-paneled walls; their covers showcase the likes of '70s rock icons Edgar Winter and Jethro Tull—acts that, the members of Midlake admit, greatly influenced the direction of their upcoming release.

Anything to keep those much-needed creative juices flowing, it seems. And for good reason too. The Courage of Others is the biggest release of the band's career—in sound, in scope, in ambition. That last bit is particularly crucial: With The Courage of Others, the band, already a familiar and favored name among the snobbiest of music snobs, hopes to expand its audience, to grow into the kind of band the city of Denton has been waiting for—begging for—since it started proclaiming itself the next Austin at the turn of the century.

The opening lines of The Courage of Others' lead track, "Acts of Man," stand as a fine analogy of the band's mindset of the moment. Basically, it all boils down to this: 2006's The Trials of Van Occupanther launched Midlake into an enviable position. The band had previously established itself as an experimental, Flaming Lips-lite upstart with its full-length 2004 debut, the bumblingly titled psych-folk Bamnan and Slivercork. That record was a moderately successful local release—but, more important, it earned the band a coveted touring slot opening up for the Lips themselves.

But with Van Occupanther, Midlake reached another plateau: The album came from out of the indie rock ether to garner positive reviews across the board, in publications as varied as Rolling Stone and the United Kingdom's The Guardian. Much of the praise centered on the band's sudden style shift: Van Occupanther was a surprisingly '70s-obsessed romp, one that recalled the likes of Bread and Fleetwood Mac. A nostalgic, ambitious, folk-focused and decidedly un-psychedelic affair, the album wore its influences on its sleeve. Its inspiration—singer/guitarist and songwriter Tim Smith admits to listening to almost no contemporary music—was obvious, but the skill with which the band conjured its precise sound was inspiring.

In turn, the album effectively allowed Midlake entry into the indie bourgeoisie, where it became an act spoken of with reverence. And it was a deserving elevation. Van Occupanther still plays like Chaucer—its slow-burn folk-rock is fairly complex stuff, but it proves endlessly fruitful once grasped.

So maybe it shouldn't be a surprise that, even in today's blog-driven and hype-fervent indie music world, Midlake's efforts on that disc, four years later, remain at the front of the minds of the would-be tastemakers of the industry. In December, the powerful, Internet-only Pitchfork Media named Van Occupanther's "Roscoe" the 309th best song of the 2000s in its list of 500; Rolling Stone went farther with its adoration, calling it the 90th best of the '00s on its list of 100.

There's no doubt that those accolades are appreciated, especially for a band like Midlake as it gears up to release its follow-up to that breakthrough. Those nods certainly haven't hurt the band's chances at earning positive pre-album release press for The Courage of Others, its first new release in four years. Indeed, the very-early returns on the album have been positive: Already-published reviews from Mojo and Q—magazines from the U.K., where Midlake's 19th century bent has struck an especially strong chord with audiences—and stateside publications, including the Chicago Tribune, gushingly praise the February 2 release.

But, although critically adored, the band—partially because in nine years it has released only two full-length efforts—is not a major draw stateside. Overseas, the band's Bella Union label has successfully marketed the band; in the United States, its label situation has been less stable. Consider this sign of the band's comparative successes on each side of the Atlantic: During its now-completed two-week stint of the Southeast, the band traveled by van; in Europe, where the band has just launched its month-long tour of mostly sold-out shows in music halls across the continent, it will travel by tour bus.

With Courage, the band hopes its playing field in the United States will even out with its European counterpart. A tall order, no doubt.

"I will train my feet/To go on with a joy/A joy I have yet to reach."

—"Core of Nature"

Disregard the band's Bamnan and Slivercork debut. Midlake already has: "That record doesn't even sound like the same band," drummer McKenzie Smith admits.

Rather, look at Van Occupanther, with its new style and the interest it drummed up, as the band's start. Do that and it's easy to pinpoint the stress that comes with releasing a record like The Courage of Others: This is a sophomore release, and given the excitement those generate, they tend to go one of two ways. Either they launch a band onto a new, higher plateau, or they don't and are deemed a failure—hence the old sophomore slump cliché.

Given that Midlake just found its sound—or, rather, its identity—on its last record, the band seems aware of the fork in the road before it. Huddled among his bandmates in the small seating area his band's studio affords, guitarist Eric Pulido addresses the way the band's viewing its future.

"It's hard to say if it's better or worse," Pulido admits. "It's just different. Because, this time, there's actually some anticipation."

That can be a dangerous thing, especially for a band as meticulous as Midlake. This is a band with complete creative control; the members are as involved with every aspect of their content as they possibly can be.

That's the purpose of this Saturday get-together, actually. To promote The Courage of Others, the band has understandably booked the bulk of its non-performance time in the amp-up to the disc's release for press. Included among the many interviews scheduled is a slot on the nationally syndicated music-focused National Public Radio program World Café, which airs locally on KKXT-91.7 FM. The half-hour program is a blend of interview and, in many cases, toned-down, in-studio performances. Midlake, although game to produce all-acoustic tracks for the show's broadcast, has opted not to perform its songs in the broadcast studio. Rather, it's pre-recording those efforts here in its Denton base. The tracks are pretty much already completed; today's recording session is simply to add back-up vocals and minor instrumentation to the tracks.

"We've just learned that there are some things we will and won't do," bassist Paul Alexander says.

Pulido backs that sentiment: "Sometimes, there's just a give and take, and we've learned over the years that, sometimes, things don't work out the way you want them to."

It certainly doesn't make the band's to-do list any shorter. Before recording today's elements, frontman Smith, who handles the bulk of the band's recording, sighs at his band's added, self-imposed responsibility: "There's just so much work to do to get ready."

"Most of daylight, nothing filled my mind/Quiet was I."

—"Fortune"

Work—that's the key word. In 2007, when Midlake wrapped up its year-and-a-half of touring in support of Van Occupanther, the band made a commitment to treat the production of its third full-length like, well, the work that it was.

But it's been more than that. In the bathroom, a clear indicator sits beside the sink: a toothbrush. When brought up, frontman Tim Smith chuckles sheepishly. That's his.

"There were times," he admits with a sheepish smile, "when I would spend the night here."

He nods toward the couch he and his bandmates had shared moments earlier.

"It was that way for the first three months, actually. I was so worried about everything taking so long."

As the band's principal songwriter, it was Smith who bore the earliest brunt of producing a fitting follow-up to the band's break-out. And, in the first three months spent in the band's new recording environment? Nothing came. The pressure of Van Occupanther's success loomed.

"We didn't want to recreate that same album," Smith says. "We wanted to do something different."

He tried to find inspiration by searching the Internet for a deeper, broader pool of the same kinds of bands that inspired Van Occupanther, eventually discovering the likes of a spookier brand of British folk acts from the '70s, among them Fairport Convention and Sandy Denny (in early December, through his band's publicist, Smith released a 10-track playlist to share some of the songs that help inspired Courage). But even upon determining this slightly darker focus for the new record, Smith's progress stalled. It wasn't that he and the band weren't writing—they were. The group just wasn't pleased with the results.

"In the Ground," the first song the band recorded in this space, would eventually make its way onto Courage as the album's closing number—but it's a vastly different song than originally intended. Midlake's first attempt, Smith now concedes, was just too grand in scope. How grand was it? In total, the song featured 82 tracks layered over each other—a number the band conceded as too large upon hearing their efforts meshed together.

"Tim had all these songs ready that we were all excited about recording," Pulido says. "We just got them wrong for a long time."

The band's perfectionist attitude can likely be traced back to its origins. Three of its five members—drummer McKenzie Smith, bassist Paul Alexander and guitarist Tim Smith (who went to school to study saxophone)—met as students in the University of North Texas' esteemed jazz program (guitarists Eric Pulido and Eric Nichelson joined the band later). That certainly explains the care with which the band prepared its compositions: On average, Pulido estimates, the band spent about a month on the writing, arranging and recording of each of the songs that eventually would scrape their way onto Courage.

A little excessive? Maybe.

"Nobody's harder on us than we are," Pulido says.

"Thinking the world was mine to lay hold on/I breathe in the promise of maiden and man/But each have their own illusions to hold onto."

—"Rulers, Ruling All Things"

To Midlake's credit, the completed album bears the fruits of the band's discriminating ears. The Courage of Others is quite impressive. It's a lush, dense and often grim record. And, as one would expect from a band this deliberate, each and every sonic adornment serves a purpose in telling the album's tales from a bleak, long-forgotten time capsule.

The Jethro Tull influence is obvious—almost every track on the album features the accompaniment of a flute. And, as advertised, it is a darker-sounding record. A bigger one, too, but in depth and in breadth, not in volume. If anything, The Courage of Others is a quieter record than The Trials of Van Occupanther. But, whereas that earlier release found the band reveling in a variety of paces, from the driving opening cut of "Roscoe" to the dance-folk sound of "Young Bride," this release never finds the band straying too far from its mid-tempo comfort zone.

It works, though, in context. The Courage of Others finds Midlake a band obsessed. In many ways, the album's tracks are all quite similar. Listening to it all the way through, the songs bleed into and blend with one another, it's nearly 42-minute run time sounding like one long diatribe filled with many parts—or maybe 11 slightly different attempts to capture a single, fleeting aesthetic. But multiple listens reveal the minor differences within each song. They each boast a subtle, unique quality. So do the lyrics.

Smith's aim here is apparent. Whether with "Acts of Man," the album's plodding opener, or "Fortune," with beautifully spare, Nick Drake-aping melody, or with "The Horn," by far the most driving track on the album, Smith's unflagging intent seems to be focused on capturing the tragic tie between Earth and man in an agricultural-driven world. Perhaps his tales of the havoc man wreaks on his land is an allegory of modern man's struggles with global warming—but, more than that, it appears a parable of the band's position in the music world. Each song seems to tell the tale of man coming to grips with his place in life, with the world around him and with his lack of control in regard to his fate.

When pressed for a common theme in the record's forbidding aesthetic, songwriter Smith simply shrugs.

"Maybe," he offers in response to the above assertion. "I really don't know."

He and the rest of the band acknowledge this much, though: It isn't re-inventing any wheels with its sound. None of the band members even flinch when it's implied that its catalog is nothing more than glorified mimicry.

And once the listener too concedes this point, the brilliance of Courage is revealed. The aesthetic, although sufficiently softer than most of the chic fare in the indie music landscape, is a hypnotic, endlessly alluring one. Frontman Smith's tender and delicate vocals serve as the centerpiece for each of Courage's songs, and their somber tone elicits a palpable empathy. The Courage of Others is, without a doubt, a sad record.

"It couldn't be helped," Smith says. "I get nostalgic."

It all seems a direct reflection of Smith's own personality. He is a stoic man of few words. His brow is constantly furrowed, casting him as a man whose mind is consistently consumed in thought. When he speaks—and he does so softly and carefully, much like he does with his singing voice—his bandmates all too willingly grant him the floor. His words are few, but compelling. The Courage of Others is 42 minutes of this indulgence, which, if nothing else, certainly seems genuine and intelligent and, more than that, wise.

Ultimately, that is the unrelenting power this album so brilliantly claims.

"We're raised in a town/Where they'll jump on your backs like children/And they'll lead you on/And they'll lead you on/And we're all undone in this town."

—"Children of the Grounds"

External reviews and eventual album sales figures aside, this much is sure about The Courage of Others' impending reception: In this often-confounding college town, the album will be revered without question.

Of all the talented musicians Denton has produced—from Sly Stone and Don Henley to Norah Jones and current chart-topping country act the Eli Young Band—none has ever so proudly claimed Denton its home as Midlake has. It's an important distinction: For decades, Denton has seemed on the precipice of exploding as an internationally respected music hub.

Recent years have found the city earning more and more praise. In a 2007 profile of Midlake, The Guardian proclaimed the town a "buzzing" music community. In 2008, Paste magazine proclaimed it "the best music scene" of the year. This past August, Pitchfork, while offering up a free download of a song from the Denton-based instrumental project Abacus, marveled aloud "What's in the water in Denton, Texas?"

Because it's in Texas, Denton is most often discussed as a miniature Austin, thanks to its strong musician-per-citizen count. But a more fitting comparison for Denton, perhaps, would be with Athens, Georgia. Both towns revolve around public universities. The two cities are also nearly identical in terms of population (according to the 2007 U.S. census, each claims just a hair under 120,000 residents) and both revel in a proud independent musical history. Athens' products read like a who's who of the past 20 years of college rock: R.E.M., The B-52's, Indigo Girls, Matthew Sweet, The Whigs, Widespread Panic, Neutral Milk Hotel, Deerhunter, Of Montreal, Danger Mouse—the list goes on. Denton's own list is impressive, if diminished somewhat when compared with Athens'.

Before Midlake, few Denton-based acts—at least ones that proudly called Denton home in their band bios—made much of a blip on the national radar. Even today, it's a problem that persists. Among the city's most talented products is Alan Palomo, the 21-year-old, '80s-obsessed pop mastermind behind the blogosphere-buzzing Neon Indian, VEGA and Ghosthustler. Despite each of his bands forming in Denton and comprising Denton musicians, each act frustratingly lists Austin as its home.

It's a struggle long familiar to the regional music scene (see "Dallas, Austin and the Ownership of Stevie Ray Vaughan"—another story for another time), but, these days, Denton is working hard to change that fact. This year, the town hosts the second go-round of its North by 35 Music Conferette, a four-day music festival/conference that aims to highlight the town's independent music prowess. Unlike last year's inaugural affair, this year's attempt finds the city of Denton backing its efforts.

And, with that backing, the festival has become more ambitious. This year's ordeal will climax with a free outdoor concert headlined by legendary festival performers, and former Midlake tourmates, The Flaming Lips. In the press release announcing the band's appearance at NX35, the Lips' manager emphasized the respect the band has for outfits like Midlake "that have stayed in the area they were originally starting out from."

Midlake, as it once did in 2005, will fittingly reprise its role as Flaming Lips openers, serving as the second headliners on the free outdoor show. As things stand now, it will be Midlake's lone performance in the DFW region in support of Courage.

But that's appropriate. It was at a listening party for the new album where Pulido made the initial announcement of the Lips' appearance at the March festival.

Indeed, if Denton is to become Athens, then Midlake, it stands to argue, is its R.E.M.-apparent, the band that proudly carries its town's torch and pushes its city beyond the bubbling phase and into legitimacy.

"I hate to put that much onus on them," says Chris Flemmons, the man behind the NX35 Conferette and another successful Denton indie music product, The Baptist Generals. "Anybody who's staying here and getting attention is really good for the whole collective of the town. It benefits everybody. In that sense, I don't know anybody who wouldn't want the album to do well. When you have a band that's gotten the critical attention that they've gotten, there's a whole press cycle—for the band and the city. And those guys [in Midlake], they won't even talk to the press unless they can talk about their hometown."

"I will long to see/All that waits to be known/And all that will never be known."

—"The Core of Nature"

Driving about their hometown in their beat-up blue van, the members of Midlake gladly point out their favorite spots. A modest corner building, they swear, is where one will find the best sushi in North Texas. Another building, a nursing home, is chided because of its supposed heavy-handed religious preaching.

As they point out these establishments, in the distance the Corn-Kits factory, perhaps the city's most recognizable landmark, looms as a reminder of Denton's past. The city's own dilapidated state—its once-thriving Fry Street commercial district is all but vacant at this point—too seems an emphatic influence on The Courage of Others' theme of accepting one's lot in life. The downtrodden effects of the economy are visible throughout the city. But, by supporting NX35, its politicians seem to finally be embracing and accepting its musical identity, if only as a begrudging refuge.

That same begrudging tone seems evident in the voices of Midlake's members as they discuss the potential reception of the album they spent the past two years creating. The pressures of marketing the release are cumbersome—but its heaviest lifting has long been over.

The album's fate—however heroic or tragic it may be—is largely out of the band's hands at this point.

"We've already been through the pressure of making the best album we can," Alexander says.